X0306 4 2016-12-20 0 0001434729 HSN, Inc. HSNI 0001441090 SCHMELING JUDY C/O HSN, INC. 1 HSN DRIVE ST.PETERSBURG FL 33729 0 1 0 0 Pres. Cornerstone, COO HSNi Restricted Stock Units 2016-12-20 4 A 0 116.74 36.65 A Common Stock, par value $0.01 per share 116.74 12341.082 D Performance Share Units 2016-12-20 4 A 0 78.921 36.65 A Common Stock, par value $0.01 per share 78.921 8343.106 D Each Restricted Stock Unit ("RSU") is the economic equivalent of one share of common stock. The rights accrued when and as the cash dividends were reinvested in securities. They vest or expire on the same terms as the securities to which they relate. Dividend equivalents on outstanding performance units awards. They vest or expire on the same terms as the PSU award to which they relate. The number of performance share units("PSUs") reported represents the "target" number of PSUs including dividend equivalents to date. Each PSU represents a contingent right to receive 0-200% of that number in shares of HSN, Inc. common stock. The PSUs vest upon continued employment and achievement of specified thresholds of total shareholder return (TSR) compared to certain peers measured on December 31, 2018, as set forth in the award agreement. The award vests after the performance results are certified by the Compensation and Human Resources Committee. /s/ Harold Herman, as attorney-in-fact 2016-12-22